Falling
by katnixx
Summary: Maxoline, mainly Max's perspective. The girls are falling fast for each other, and Max doesn't know how to handle it. All she seems to do is hurt Caroline. Angsty/sexytime goodness. *i own nothing but the writing*
1. Chapter 1

Max had never exactly been the type of person to care about anyone else other than herself. She had learnt the hard way that the only person you can really ever trust is you.

Years of growing up with a drunken mother and her new boyfriend every other week, taught her that she had to look out for herself. When she finally turned 18, she was out of there faster than anyone could even wish her a happy birthday; not that she knew her exact birthday anyway, her mother had forgotten.

So for the past few years, Max Black had never let herself get close to anyone, it was far too risky and always a disappointment anyway, so why bother? Yet now, she had someone that never seemed to leave her mind.

Caroline Channing. Max couldn't quite pinpoint why the blonde girl never left her thoughts. Maybe it was the way she was so positive all the time, and how hard it was to not crack a smile whenever she was around.

Or maybe it was the way she always knew how to make Max laugh, or how she was the only one that Max could tell really anything too. It still felt far too risky for Max, but being around Caroline made her feel relaxed.

She seemed to understand her ways, and simply laughed off the cruel outlook on life Max tended to have.

Max was snapped out of her thoughts when she heard the clinking of keys unlocking the door, and she looked up from the couch she was sitting on to find Caroline walking in.

"Hey Max! How's the hangover? Feeling okay now?" Max smiled, silently admitting that she did feel better now that Caroline was home. "Yeah, I'm okay now. How was your day?"

Max watched as Caroline promptly dropped her bags and plopped on the couch next to her, resting her head on Max's shoulder. Max then lifted her arm and began softly stroking Caroline's hair, feeling her stress from the day seething from her.

Caroline sighed deeply, and closed her eyes at the touch of Max's fingers through her hair. "It was crap. The diner was so busy, I don't even want to think about it anymore. Lucky it was your day off today though!"

Caroline lifted her head from Max's shoulder and leaned against the couch, turning to look at her. "Yeah" Max began. "I would've come in to help but… well, I didn't want to. Plus the hangover. Anyway, I got a surprise for you if you want to relax a bit."

Caroline raised an eyebrow at Max, clearly intrigued. Max smirked, and reached into her pocket to reveal two rolled joints. Caroline giggled, rolling her eyes dramatically.

"You pot-head Max! I would yell at you but I can't even think straight. You're amazing, let's go smoke them now before I kill someone." Max laughed and nodded, knowing that Caroline must of had a really tough day if she was jumping at the chance to smoke weed with her.

She smoked on the odd occasion, and Max always found it amusing when Caroline would come home to find her stoned out of her mind.

She didn't find all that amusing however, was that she did have a tendency to get quite… over affectionate with Caroline when she had been smoking.

Caroline seemed to enjoy it though, smiling whenever Max would cuddle up to her and place small kisses on her cheek before resting in her lap.

Of course, those moments went unspoken between the two girls, and had done for quite a while now.

Max stood up and followed Caroline outside the back door, sitting down on the chairs on the grass. Max passed Caroline over a joint, and Caroline lit up straight away.

She inhaled deeply, and Max watched every second. The way her eyes fluttered at the taste, how her fingers slightly twitched against her leg…

Max shook her head, wondering where those thoughts were coming from. She looked away and lit up her own joint, slightly desperate now to relax.

She inhaled deeply as the taste made her eyes close, savouring the slight burn against her throat. Exhaling, Max opened her eyes and turned to look at Caroline, smiling when she saw that she was watching her also.

The girls smiled to each other again before returning to their joints, smoking in silence. The minutes passed on as they finished, and Max felt the effects already working.

Her head felt slightly dizzy, and her whole body seemed to be limp. She slowly turned to look at Caroline, to be met with Caroline's eyes glued to her own.

Max was slightly taken aback at her expression, not quite sure what it was exactly. Caroline cleared her throat. "This stuff is awesome Max. Can we go inside and watch something? It's getting kinda cold…"

Max agreed and stood up slowly, giving her body some time to get used to the movement. Caroline though, seemed to be too eager to get inside and jumped up, swaying slightly as her eyes blinked rapidly.

Max walked over to her quickly, resting a hand on her shoulders. "Slow down, Blondie! Can't have you falling over and breaking your neck or something. I'd kinda miss you you know."

The words left Max's mouth before she realised what she said, so she quickly skipped inside without waiting for Caroline to respond.

She headed back to the couch and sat down, picking up the remote and pressing play on whatever DVD was in. It turned out to be Law and Order, and she smiled.

Max felt Caroline sit next to her closely, and her immediate reaction was to lift her arm around Caroline's shoulders, bringing her in closer.

Max felt Caroline's nose graze her neck softly, so she turned her head slightly to look down at the girl. She was smirking, but Max didn't know what at.

"What's up with you, creepy girl?" Caroline laughed. "Nothing Max…" She then placed a soft kiss on Max's cheek, and dropped her head again to Max's shoulder.

Max felt her face grow hot, even though it felt numb only a few seconds ago. She had a sudden thought of draping her arm around Caroline's body, holding her close to her own.

As soon as the thought left her, she decided to do it, gladly relishing in the fact that she was stoned and had an excuse for whatever she might happen to do.

Max gently pried Caroline up and lay down on her side, pulling Caroline down beside her. Caroline reached over and grabbed Max's arm, pulling it around her waist as Max pulled her in closer.

Max's eyes dropped to the back of Caroline's neck, mere centimetres away from her face. Max wondered what it would taste like to kiss, and once again felt herself needing to be more close to Caroline.

She dropped her head slowly, placing her lips against Caroline's neck. She felt Caroline's body tense for a second at the touch, then turn around to face Max.

"Hey you…" Max smiled down at Caroline, eyes glued to her lips, wondering what they would taste like now. Her head began to lower, diving in for her target.

Before she could reach at her own pace, she felt Caroline's hand snake around her neck and pull her down, crashing their lips together. Max tasted a slight hint of strawberries, and immediately needed to taste more.

She felt Caroline's tongue slip over her own lips, prying them apart which Max willingly obliged to. She snaked her own tongue over Caroline's lips, before opening her eyes to find Caroline laying on top of her.

She pulled away, staring as Caroline looked down at her, a glint in her eyes.

"It was going to come to this eventually…" Caroline smiled through her words, before leaning down to place soft kisses along Max's jawline, causing her breath to hitch.

Every movement, every touch made her head spiral into oblivion. Her hands grasped and clawed at Caroline's back, desperate to feel her skin.

As though reading her mind, Caroline sat up and unzipped her uniform, throwing it to the floor to reveal her now only wearing a white bra and white underwear.

Max gasped, taking in every slight curve of her skin, before sitting herself up slightly and lifting her long shirt over head and throwing it too to the floor, revealing her black bra and black underwear.

Caroline dived down and crashed their lips together, making Max's hips thrust upwards involuntarily. She felt Caroline's knees softly pry her legs slightly apart, pushing forward with her knee into where Max needed her most.

Caroline broke their kiss, looking down at Max before again diving down to kiss her neck, this time much rougher. Max gasped at the contact and slight scrapes of Caroline's teeth, before feeling her hand slide down her stomach, and further down to linger just over her underwear.

Max opened her eyes and pulled Caroline's face upwards, looking into her eyes, begging to release her. Caroline winked, before licking softly across Max's jawline as she dipped her hands inside her underwear.

Max let out a deep moan as Caroline's fingers teased her, rubbing excruciatingly slowly. "Come on…" is all Max managed to say, and all she needed to.

Caroline immediately thrust two fingers inside Max, smiling to herself as she heard Max cry out with a loud whimper. Max's breathing quickened as Caroline thrust in and out expertly, curling her fingers at just the right spot.

Max scraped her nails down Caroline's back, pushing her closer to her body, in need of as much contact as possible.

She felt her body grow hotter as her hips moved of their own accord, in sync with Caroline's fingers. Her thumb flicked over her clit hard, just as she lifted her head to look down at Max, lust filled in her eyes.

Max looked back, mouth slightly open, until she felt Caroline's hand work faster, causing her body to tense up. Her eyes squeezed shut as Caroline's thumb rubbed harder, faster over her clit, Max's body on fire and feeling herself close to the edge, she dug her nails deeper into Caroline's back as she felt pleasure consume her.

She rode out wave after wave of her orgasm, as Caroline kissed her neck roughly and eventually slowed down her thrusting fingers, letting Max come down from her high.

When Max's body stopped convulsing, she opened her eyes to see Caroline bring her hand back up to her fingers, licking them slowly. Max smiled slightly, in awe of how damn hot she looked right now.

Realising what had just happened, and with who, Max lifted her hand into Caroline's blonde locks and pulled her down for another deep kiss, before pulling away quickly. She softly pried Caroline off of her, sat up, grabbed her clothes and headed straight to her room, closing the door behind her without looking back at Caroline.

"FUCK." she yelled, falling onto her bed. How did she let this happen?

Who knows what's going to happen now, knowing her luck it would ruin their friendship, and that was the one thing she could never have happen.

As much as she didn't want to admit it, she needed Caroline in her life, at any cost.


	2. Chapter 2

Max's body jumped slightly as her eyes jolted open. She lay still for a while to let her eyes get adjusted to the darkness of her room.

Sitting up in her bed, Max looked over to her alarm clock and saw that it was nearly 2am. "Must've passed out…" she mumbled to herself, still feeling slightly dizzy.

As memories of what had happened with her and Caroline only a few hours before came back to her mind, she groaned to herself, knowing she would have to at least try and deal with it.

Max hated confrontation, and avoided it any cost - especially when it was with or about someone she truly cared for.

Max had no idea how to handle this with Caroline, apart from doing what they had always done before they got further than kissing… just ignore it and not mention it.

Max sighed and leaned against the wall, beginning to feel anxious now. She had literally bolted from Caroline the minute she realised what had happened.

Now she was too afraid to face it. She needed Caroline more than anyone; not that she would ever admit that to her.

Usually when Max let her emotions get the better of her, she ended up getting screwed over. Why should she do it again?

Max contemplated leaving her room and trying to talk to Caroline about it, or even just… sit in silence if that would help.

She reached over to flick on her lamp, when something on her desk caught eye. It was a piece of paper, with "Max." written on the front.

Max knew it was Caroline's handwriting, and she felt her heart start to race. Why would she leave her a note?

Max reached over and picked up the note, unfolding it and reading it quickly.

_"It's okay, Max._

_We can pretend it never happened if it's easier for you._

_I'll understand._

_Honestly._

_See you in the morning._

_Caroline x."_

Max hadn't noticed the tears welling up in her eyes until she felt one trickle down her face.

She scrunched up the note and threw it on her desk before wiping away the tear angrily. She never cried, ever. Why should a few words on a piece of paper change that?

Deep down she knew the reason. She had hurt Caroline, there was no denying that.

She could practically see the pain on the piece of paper in every written letter, forcefully scribbled out with choked sobs.

_She did say we could pretend it never happened. That would be easier. But it would hurt her again. Why do I care though? Fuck. I need to talk to her. I can't… not._

Max had made up her mind, even though she was trying to not think so much, in case her emotions would get the better of her and she'd simply never speak to Caroline again.

Slowly getting out of bed and realising that she was still half naked, and noticing how cold it was, Max pulled on a pair of trackpants and an old shirt.

She headed outside her room and walked around to Caroline's bed. It was pulled down, but she wasn't in it.

It was nearly 2am, where else would she be?

Max felt herself grow nervous now, hoping with everything she had that Caroline hadn't run off. She didn't know how to handle that, when it was usually her that was the one running away.

Max heard a small noise, and her head whipped around. Peering out the window, she saw that Caroline was sitting on the chairs in the middle of the grass, wrapped in a blanket and staring at the ground.

_Oh crap. Let's get this over with then…_

Max opened the back door and walked over to Caroline, taking a seat next to her. She wasn't sure if she had heard her come outside; if she had, she hadn't shown it.

Max thought to herself that she needed to be the one to break the silence. But how?

She cleared her throat hoping that might do something, but it was of no use. Taking a deep breath, she steadied herself to try and speak.

"C-Caroline… are you okay?" Max watched as Caroline slowly lifted her head to make eye contact. They were practically glowing red. "Holy crap woman, how much more stoned did you get?"

Max couldn't help but smirk slightly, secretly glad that something had lightened the mood.

Caroline shook her head slowly, seemingly trying to keep her balance while seated. "I um… found some more and… had it. You look so pretty under the moon, Max…"

Max smiled again, knowing that even though she had planned to speak to Caroline about earlier, she was in no state to understand a single word.

Maybe it would be best to say something now then.

"Come on, let's get you inside. I don't want to wake up tomorrow and find a frozen Barbie sitting outside."

Max stood up and took Caroline's hand, slipping her other arm around her waist to hold her steady.

Max led her inside and headed towards Caroline's bed, when suddenly Caroline stopped walking.

"Can I sleep with you tonight? I feel all dizzy…"

Max froze slightly, unsure of how to respond. The girl was way too stoned to function properly, so who knows what she'd do if she was left alone.

Caroline was her best friend above all else, and Max had to take care of her no matter what. So that's what she would do for her best friend.

"Sure… come on." Max held onto Caroline still as she led her into her bedroom.

She helped Caroline into bed, and pulled the covers over her completely to make sure she was warm.

Max noticed that Caroline's eyes never left hers, and she had a confused expression on her face.

Trying not to worry about anything else, Max got into bed and pulled the covers over herself.

She thought she should at least say something. Caroline was probably way too baked to remember it the next day anyway.

Max turned her head to find Caroline already staring at her. She had such beautiful eyes.

"Caroline…" Max began. "About earlier… I'm sorry I ran out. I freaked. Anything good that happens to me ends up fucked up anyway. I don't want you to be another thing I mess up. You're too… you're way too important to me."

Max held her gaze with Caroline's, anticipating her response.

She didn't speak, but only moved closer to Max and draped her arm over her, nuzzling into the crook of her neck. It gave Max goosebumps, but on instinct she lifted her arm and draped it over Caroline's shoulders, pulling her in closer as well.

"Max…" Caroline whispered.

"Yeah?"

Silence.

"You're so beautiful. You're… you're my best friend. My beautiful best friend. Nothing will change that. You couldn't… you couldn't ever hurt me."

Max felt herself tense up, completely at a loss for what to say.

"Don't say anything…" Caroline whispered yet again, as though reading Max's mind. "Just know… just know. I love you, Max. So much…"

Max's eyes darted down to see Caroline's eyes fluttering closed, as her breathing began to deepen as she fell to sleep.

Max was terrified now, but she still somehow felt safe. She didn't know how or why, but she figured she could deal with that in the morning.

"I love you too, Caroline…" She softly whispered, feeling Caroline's body twitch before she too drifted off the sleep.


	3. Chapter 3

**AHH YOU GUYS. THANKYOU ALL SO MUCH for your reviews and follows and favourites, this is the first multi chapter fic I've ever published on here, or anywhere, and I'm so glad you're all enjoying it! Sorry it takes me a while to update, but if I'm not in the right mind state to write Maxoline, I can't do it because then I just wouldn't do it justice haha. Anyway, hope you all enjoy this chapter! It's a tad more... angsty than previous chapters, but don't worry - I've got a lot of um, ideas for the future ;) yay Maxoline :D**

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Max's eyes began to flutter at the annoying sound of her alarm clock, as she reached over to turn it off. Eyes wide open now, she saw that the time was far too early for her liking.

She turned her head over and looked down slightly and saw a mass of blonde hair laying on her chest. It took a moment for Max to remember the previous night, and when she did, she sighed.

Her hand had absentmindedly started softly stroking Caroline's hair, and upon realising this she slowly pulled away, prying Caroline gently off of her.

Max didn't know how to speak to Caroline about what had happened, so for now, she decided to just act like it never happened. She was also curious to see how Caroline would act, and figured she could work with that.

Stretching and standing up, Max grabbed her work uniform and slipped out of the room. She knew the alarm would go off in another five minutes, so she let Caroline sleep for a little bit longer, not wanting to wake her.

Max headed to the bathroom and got changed, fixed her hair and make-up, and was left staring at herself in the mirror.

_Do I really just act like nothing happened? She said… that word. And crap, I did too. Fuck. That stupid, messed up word that always, always, ALWAYS ruins everything. It can't ruin us. Oh freaking hell, get a grip. When the fuck did i develop feelings? Ugh. Focus. Get through work. Then… I don't freaking know._

She sighed, left the bathroom and went over to the kitchen to make some coffee.

While grabbing some mugs from the cupboard for her and Caroline, she looked up to see Caroline walking out of the room, already dressed in her work uniform with her make up and hair done beautifully.

"Morning." her voice sounded slightly wary, and Max brushed it off. "Hey Barbie. Made you some coffee. Drink up!" Pouring the coffee, Max handed Caroline the mug of coffee.

Their fingers brushed against eachothers lightly, and Max let go of the mug far too quickly, turning around to pick up and continue drinking her own.

"Thanks…" Max noticed Caroline's eyes never leave hers, and her mouth was slightly curved in a… _worried_? expression. Max knew Caroline was doing the same as her - trying to assess how the other would act, and react accordingly.

Only with both of them doing it, it was far too awkward. So Max decided she might as well put an end to it and do what she's always done - ignore her problems, especially when stupid feelings and emotions were involved.

"Cool. I'm gonna leave in a minute, I've got some stuff to quickly do before work." Max said this as she placed her now empty mug back in the sink, turning around to see Caroline watching her, looking slightly offended.

Max cleared her throat, realising this. "Um, you wanna come with, if you're ready? It's not any exciting stuff but you can tag along if you want…"

Max knew she sounded more exasperated than she usually did while speaking to Caroline, but truthfully Max wanted to head to work alone, and even though she tried to hide this it clearly came through in her tone of voice.

Caroline's eyes darted downwards, as she placed her mug on the kitchen bench and fiddled around with her work skirt. _Idle hands, Blondie._

"Oh, that's okay. I'm not ready yet, I've uh… gotta do a few more things. I'll see you at work in a little bit then?" Max was unsure as to why this was a question, because obviously they would be seeing each other at work.

She simply nodded, bent down to put on her coat, grabbed her bag and headed for the door.

Just as she walked passed Caroline, she felt her hand grip tightly on her arm, spinning her around so they were both eye to eye with each other, mere centimetres apart.

Max could smell strawberries, and it made her head dizzy as she resisted the urge to dart her eyes downwards towards those perfect lips.

"M-Max…" Caroline's voice was pained, and it pierced Max right in the heart. She couldn't do this now, her chest felt like it was on fire with pain and she had to leave; now.

Shaking her arm out of Caroline's grasp and stepping back, her eyes fell to the floor in defeat and only managed to find her voice as her hand reached the door handle.

Looking back, she saw Caroline still staring at her with that damn irresistible puppy dog expression. "No, Caroline. Not now. I… I can't, okay?"

Before waiting for a response, she headed out the door, closing it behind her and practically running out of the apartment building.

As Max turned the corner and was out of sight of the building, she reached into the bottom of her bag and pulled out a cigarette packet.

Max didn't usually smoke cigarettes anymore, but she kept a packet just in case the stress of her life ever got to her too much, and now was definitely one of those times.

She knew Caroline hated smoking, so she never told her about the safety packet. It was only the third time she'd needed a cigarette due to stress in nearly a year anyway, so she's done pretty damn good.

Lighting up the smoke, she inhaled deeply as she kept walking, savouring the slight burn and taste in her throat. It clearly wasn't the nicest taste, but it calmed her down just enough to be able to function.

Nearly at work, she stood around the corner and leaned against the wall to finish her cigarette. Inhale, exhale, inhale, exhale.

She stood there a while, even after the smoke had been butted out and thrown in the bin. Taking a deep breath and pushing down all thoughts of Caroline, Max headed inside the diner.

The staff at the diner she worked with could sense Max was not in the mood for chatter, due to her solemn expression - well, more solemn than usual.

Max headed straight to the back of the diner and put away her bag and coat, nodding to Oleg as her way of saying hi.

Usually Oleg would say some kind of light hearted sexual remark to Max, which mostly made her feel better about herself, but if even Oleg could sense the stress from Max, she knew it must be serious.

Sighing, she made her way to the freezer, planning on grabbing some more cheesecake on her way out, but mostly because she couldn't deal with anyone and just wanted to be alone.

She walked to the far corner, out of sight of the door and closed her eyes. Before she could stop herself or even form a coherent thought, she felt her arm lift up of it's own accord as her hand balled itself into a fist, and began smashing and pounding it against the cold surface of the freezer wall.

Back and forth, smash, pain, back and forth, smash, pain. She didn't know how long she did this for, but felt a tear trickle down her face.

Sensing a change in the room barely a second before she heard a small gasp and a gentle hand touch her shoulder, Max whipped around to see Caroline's tear filled eyes glued to her own.

Max held her breath, not knowing what to say or do, as she felt her mind get dizzy again with the scent of strawberries and the hole in her chest on fire again.

"Max…" Caroline's pained voice choked out this one word, and Max knew she had no more control over her body. She stood there numb, forgetting how to move.

Both girls eyes still stuck on each others, Caroline removed her hand from Max's shoulder and brought it down to Max's still clenched fist, holding it and lifting it to her lips.

She pressed her lips to Max's skin that was starting to bruise already, kissing it softly with her eyes closed. Letting go of her hand, Max regained feeling and lifted it to Caroline's hair, tucking it behind her ear. "Caroline… I-I'm sorry…"

Caroline reached up and placed her hand over Max's, holding it against her cheek. Max knew her body was about to work against her mind, and she didn't care.

She saw a glint in Caroline's eyes - it was filled with hurt, love, and confusion all at the same time. Max gave in and moved closer to Caroline, their lips almost touching, the strawberry scent overwhelming her entire body.

Caroline's bottom lip trembled ever so slightly, before she closed the distance and pressed their lips together.

The second their lips touched, Max knew she didn't want it to end. Her hands tangled in Caroline's hair, pulling her closer as their lips crashed against each other.

Max felt Caroline's hand slither to her neck, pulling her in closer as well, until their bodies were pressed so hard against the other Max couldn't tell where she ended and Caroline began. She didn't want to know.

Eyes closed, her mind, lips and soul were completely engulfed with Caroline, the only entity that had any real purpose and reason to Max's existence.

_Fuck. What am I doing?_ Her thoughts regaining back to the front of her mind, she pulled away suddenly, eyes flicking open to stare back at Caroline's.

She was confused again, hurt again, by Max. Max was frozen, confused as to what had just happened and why the hell she made it stop.

"Max… it's okay." Max heard Caroline speak these words, but they made no sense to her. After a few seconds of gazing at one another, Max finally understood what Caroline had spoken, and shook her head.

"No, Caroline. No, it's freaking not okay. Don't you understand that? IT IS NOT OKAY. This, us, whatever the hell is happening, CAN NOT HAPPEN. It just… it just _can't_."

Seeing Caroline's face contort with pain as she spoke these words, Max couldn't take it anymore. She pushed passed Caroline and ran out the diner, ignoring the calls of her name.

_Fuck. It can't fucking happen, doesn't she get that? Anything good that happens to me gets fucked up. I am NOT going to let her be another thing I mess up. I love her too damn much. _

_Wait. I do?_


	4. Chapter 4

**Hey everyone! I am SO sorry for taking so freaking long to update this, but there's been a shit load of things going on lately, so I never was really in the right mind set to write. But with 2 Broke Girls finally back on air, all of my Maxoline feelings came rushing back, and thought it about time I updated this fic. Again, thanks for all of the great feedback! Keep reviewing please guys, I really appreciate it and love to hear what you all think of it, and feel free to give me constructive criticism - good or bad, just let me know! And what you want to read more of, or things that shouldn't happen, anything! I like hearing what you all want to read about and such :) So yeah, here's chapter 4! (and yes, I'm too unskilled to think of chapter names, keeping them numerical is easier haha)**

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Max had been walking at a rapid pace for nearly half an hour now, not even sure where she was going. She took no notice of which direction her feet led her towards, all she was focussing on was getting as far away as possible.

_From what though? Everyone at the diner? Caroline? My stupid brain?_ Turning into some seedy looking alleyway, Max leant against the wall and slowly descended to sit down, eyes squeezed shut.

Sighing, she opened her eyes and stared blankly at the wall opposite her, trying to make sense yet again of her thoughts.

She knew she had hurt Caroline several times throughout the last day as it was, and today only added to the pain.

Max was at a complete loss as to what to do. She clearly couldn't find the strength to talk to Caroline about it; proving all she could really do was run out on her whenever things got too hard.

She didn't exactly have any friends really, not ever finding anyone she could stand to be around longer than a few hours at most. Caroline was the exception; the only one that Max could be around for days on end.

Feeling her eyes well up, Max threw her head back against the wall, hard, cursing herself for allowing tears to form. _No, no time for stupid crying. Think, woman. Get your damn head together._

Reaching out for her phone, she looked down to the screen as she scrolled through the names. Most of the numbers saved were random people she had met in bars, with no intention of ever calling them.

Others were a couple of her dealers, her Mother who she hardly ever spoke to anyway, people she worked with at the diner, Caroline, Sophie, and some random people she used to hang out with occasionally.

Max had never really been one to talk about her _feelings_ and _emotions_ with anyone, but she was getting desperate now.

What with feeling the need to smoke, punching walls to the point of nearly bleeding, _crying_, feeling her chest tighten at the mere thought of another person… this was not Max, this is not the person she was or had ever been. Ever.

The only problem was, Max had no idea who she could talk to about… any of this. She knew Oleg was always there for her and willing to help her out with anything, but she couldn't stand the thought of him knowing about her and Caroline.

Of course he would understand the severity of the situation, but just the thought of him knowing such personal things about her made her slightly sick. No, she couldn't confide in Oleg this time, not about this stuff.

Sophie? Perhaps. Although, Sophie had always thought Caroline was holding Max down, keeping her from greater things. Max could practically hear Sophie screaming at her if she tried to explain the situation, yelling at her that she told her Caroline would only cause her problems. That crossed Sophie off the list.

Max didn't need to hear how Caroline was bad for her, when she knew she was the best thing to ever happen to her. She made her happy… confused as anything, but happy. For the most part, anyway.

Earl! He was the closest person she had to a friend, excluding Caroline, and Max saw him as a kind of father figure - only the cool, awesome kind she was playfully in love with.

She admired and respected him, knowing he would go to hell and back for her. He knew basically everything there is to know in life, and Max knew he would at least have some answers or advice as to what the hell she should do.

Just as she was about to press the call button, Earl's name began flashing on her phone, and she smiled that he was calling her already. Maybe it was a sign he was the right one to talk to. _He's the only one I can talk to. Not much of a sign there, universe._

Pressing the answer button, Max held the phone up to her ear.

"_Hey, Earl._"

"_Max! What happened, girl? You ran out of here faster than… well, pretty damn fast._"

Max smirked, hearing the tone of Earl's voice told her he was about crack some old school joke of his, but changed abruptly; making her realise even he knew this was serious. Too serious for even his wise jokes, making Max feel slightly queasy. Maybe she shouldn't confide in him after all.

"_I waited a bit before I called in case you needed to calm down… please tell me you're okay?_"

Max sighed, contemplating on how to respond.

"_I'm uh… I mean, I'll be okay, Earl. Just going through some pretty crazy shit right now._"

"_It wouldn't happen to be matters of the heart, would it?_"

Max tensed up. How could he know?

"_W-what makes you think that?_"

"_I've seen that look on plenty of girls faces in my life, I know that look by now. And about a minute after you ran out, Caroline bolted out after you with her face  
__wetter than - well, she'd been crying hell of a lot. Is there something I should know? Should I be worried?_"

Breathing deeply, Max tried not to think of Caroline's tear stricken face.

"_I… I don't know what's going on Earl, I really freaking don't. Caroline and I… I just… I can't hurt her. And I have already. I hurt everyone I get… close to. I'm - I'm scared, Earl. I'm really fucking scared. And you know me! I don't get scared about... anything. Ever._"

Silence.

"_Max, you listen here girl, and you listen good. Anyone can see that you two girls care more about each other than anything else. If you hurt her, if she hurts you, what's that matter in the long run? You make each other happier than anything, and that is what matters here! Love is hard, love is painful, but it's all worth it! All of it. You understand?_"

Max smiled to herself, glad that Earl didn't even pry for anything else - he simply stated the facts.

"_Thanks Earl. I wish I could marry you. I'll um… head back to the diner soon, okay?_"

"_Maybe in about thirty years time, we'll get married. No rush, take your time and I'll see your gorgeous face when you get here._"

Max lowered the phone and hung up, putting her phone back in her pocket.

Love. Was it really _love_ that was going on with her and Caroline? She didn't know, she wasn't even sure she _wanted_ to know. Regardless, Max knew she should head back to the diner, as much as she was dreading seeing the pain plastered all over Caroline's face.

Max stood up about to head off, when she turned her head and saw Caroline a few feet in front of her, walking slowly towards her. She _had_ been crying a lot. The girl looked a mess. _Still pretty though…_

Watching Caroline walk closer to her, Max decided then and there that whatever happened… happened. Like Earl said, what's a little hurt matter in the long run?

Standing still, Caroline stopped a few centimetres away from Max, blinking back tears to look into her eyes. Max let her mind go blank, stopping all thoughts from creeping in.

She saw Caroline open her mouth to speak, so she abruptly lifted her hand to place a finger over those soft lips to stop them from speaking. Caroline looked back, confused, until Max dropped her hand and inched closer.

The scent of strawberries overwhelmed her again, and she let it engulf her entire body.

Max leant in and kissed Caroline, softly at first until she snaked her hand around to the girls neck and pushed her closer, crashing their lips together.

Max pried apart Caroline's lips with her tongue, savouring the taste before licking over Caroline's tongue to which she reciprocated.

Grabbing Caroline's shoulders, Max turned her and pushed her against the wall, smirking to herself as she heard a small moan at the back of Caroline's throat.

Her whole body was on fire, and she continued to not let any thoughts enter her mind. It was this and only this, Caroline, right now, nothing else.

Pulling apart from the girls lips, Max looked into her eyes, those beautiful glimmering eyes, then lowered her lips to Caroline's neck and began to kiss gently. Caroline threw her head back with a gasp as Max continued to nibble at her neck, licking and tasting her skin like nothing else in the world mattered.

She grazed her teeth over the blonde's collarbone, then darted her tongue out and licked frantically upwards back to her lips before crashing them together again. Eyes closed, all she could taste was Caroline and that's all she wanted to taste.

Not breaking their kiss, Max brought her hand down to Caroline's leg, under her skirt, scraping her nails up her thigh, higher until she was lingering over her underwear, feeling Caroline's heat already.

Max broke the kiss and looked into Caroline's eyes, who stared intensely back at her. She then dipped her hand into Caroline's underwear, immediately met with her wet centre, dripping for her.

She manoeuvred her fingers to rub teasingly over Caroline's clit, with barely any pressure which caused the girl to moan, closing her eyes and arching her head back up.

This was all that mattered, and Max latched her lips onto Caroline's neck, licking and biting roughly as she suddenly thrust two fingers into the girl. Caroline cried out, and Max smiled to herself, relishing in the sounds she was causing Caroline to elicit.

Max thrust her fingers harder and faster inside Caroline, kissing all over her neck and jawline, pushing her closer against the wall. She curled her fingers upwards when they were as deep as they could go, making Caroline thrust her hips as her breathing quickened.

Max flicked her thumb over Caroline's clit as she pushed deeper, curling her fingers back and forth as she continued the circling motions of her thumb.

Max felt Caroline's hands grasp and scratch at her back, causing her to kiss upwards and crash back onto the girls lips, forcing her tongue inside and tasting her again. Max heard that same moan in the back of Caroline's throat and began to use her thumb more forcefully, desperate now to hear Caroline cry out her name in ecstasy.

Breaking apart the kiss, Max leaned her forehead against Caroline's, looking into her eyes as their ragged breathing mingled together. Max thrust and rubbed faster, watching as Caroline bit her lip, felt her body tense up as one last flick of her thumb sent the girl over the edge.

Her hips grinding into Max, body convulsing through a moan of Max's name that sent her body on fire, nails digging into her back, Max didn't take her eyes off of the girl. When she felt her body relax, Max removed her hand and brought it up to her lips, licking her fingers clean and nearly moaning at the taste.

Caroline was entranced at Max's motions, sweating slightly and still trying to breathe properly. Max kept her thoughts silent as she crashed her lips against Caroline's again, softer this time as they massaged the others tongue with their own.

Max slowed the kiss down even more, slowly pulling away and tugging at Caroline's bottom lip clenched between her teeth until she let go, and opened her eyes to find Caroline again staring into her very soul.

Caroline went to speak again, but Max simply shook her head, unsure of what to do now. She couldn't handle hearing any spoken words, she didn't feel like running, but she couldn't stay; she felt trapped.

Smiling shyly at Caroline, Max took a small step away from her.

Caroline watched her intently, before looking down. _What's she thinking?_ Max couldn't decipher what the look on her face was, until Caroline looked up again.

"I should uh, get back to the diner. You can go home. It's not that busy anyway. I'll um… see you later."

It was the simplicity of her tone that made Max's heart sink even further, but again, she was unsure as to why. Either Caroline had understood what was going on in her mind and knew she didn't know whether to stay or go, or yet again Max had hurt her. _As fucking usual..._

Caroline took a few steps closer to Max, and placed a small kiss upon her cheek before she whispered, "It's okay. I understand." She then turned and walked away, brushing her hand over Max's shoulder.

Max was frozen, trying to now calm her own breathing down. When she could function slightly better, she noticed her thoughts hadn't come crashing down on top of her yet, and was grateful.

Not wanting them to unexpectedly fall on to her again, she turned around and began to walk home like Caroline had said was okay.

Either things were beginning to sort themselves out, or it was the calm before the storm and soon Max would have to deal with all of... whatever was going on.

Whichever it was, Max allowed herself to grin slightly as she continued her walk home, remembering the way Caroline had moaned her name and how it set her entire body on fire.


End file.
